As filed with the Securities and Exchange Commission on August 11, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Potbelly Corporation
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 36-4466837 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
111 N. Canal Street, Suite 850
Chicago, Illinois 60606
(Address of Registrant’s principal executive offices, including zip code)
Potbelly Corporation 2019 Long-Term Incentive Plan
(Full title of the plan)
Matthew J. Revord
Senior Vice President, Chief Legal Officer, General Counsel and Secretary
Potbelly Corporation
111 N. Canal Street, Suite 850, Chicago, Illinois 60606
(312) 951-0600
(Name, address, telephone number, including area code, of agent for service)
Copies to:
Edward S. Best
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☒ |
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| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title Of Each Class Of Securities To Be Registered | | Amount to be Registered(1) (2) | | Proposed Maximum Offering Price Per Share | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
Common Stock, par value $0.01 per share, to be issued under the Potbelly Corporation 2019 Long-Term Incentive Plan (the “Plan”) | | 900,000 | | $3.83 (3) | | $3,447,000 (3) | | $447.42 |
Total | | 900,000 | | | | | | $447.42 |
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| (1) | Represents additional shares of common stock Potbelly Corporation, $0.01 par value per share (“Common Stock”) issuable under the Plan. |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may be offered and issued under the Plan to prevent dilution resulting from stock dividends, stock splits, reverse stock splits, extraordinary cash dividends, recapitalizations, reorganizations, mergers, consolidations, split-ups, spin-offs, exchanges of shares, sales of assets or subsidiaries, combinations and other corporate transactions. |
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with paragraph (c) and (h) of Rule 457 under the Securities Act, based upon the average of the high and low prices of Common Stock, as reported on The Nasdaq Global Select Market on August 7, 2020. |
